Exhibit 10.12

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (the "Agreement") effective as of the 1st day of June,
2000 between AMERICAN COMMERCE SOLUTIONS, INC., a Delaware corporation (together
with its successors and assigns referred to herein as the  "Corporation"),  with
principal executive offices located at 1400 Chamber Drive, Bartow, FL 33830; and
Daniel  L.  Hefner  residing  at 1502  N.  Taylor  Rd.,  Brandon,  Florida  (the
"Executive").

                              W I T N E S S E T H:

     WHEREAS,  the Corporation desires to employ Executive as the Executive Vice
President of American Commerce Solutions,  Inc. to engage in such activities and
to render such services under the terms and conditions hereof and has authorized
and approved the execution of this Agreement; and

     WHEREAS,  Executive  desires to be  employed by the  Corporation  under the
terms and conditions hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein
contained, the parties agree as follows:

     1. EMPLOYMENT, DUTIES AND ACCEPTANCE.

          1.1 SERVICES.  The Corporation hereby employs Executive,  for the Term
(as hereinafter defined in Section 2 hereof), to render services to the business
and affairs of the  Corporation in the office  referenced in the recitals hereof
and, in connection therewith, shall perform such duties as directed by the Board
of Directors of the Corporation from time to time, in its reasonable discretion,
and  shall  perform  such  other  duties  as  shall  be   consistent   with  the
responsibilities of such office  (collectively the "Services").  Executive shall
perform  activities related to such office as he shall reasonably be directed or
requested  to so perform by the  Corporation's  Board of  Directors,  to whom he
shall  report.  Executive  shall use his best  efforts,  skill and  abilities to
promote the interests of the Corporation and its subsidiaries.

          1.2 ACCEPTANCE. Executive hereby accepts such employment and agrees to
render the Services.

          1.3  REPRESENTATIONS  OF THE EXECUTIVE.  The Executive  represents and
warrants to the  Corporation  that his execution and delivery of this Agreement,
his  performance  of the  Services  hereunder  and the  observance  of his other
obligations  contemplated  hereby  will not (i)  violate  any  provisions  of or
require the consent or approval of any party to any agreement,  letter of intent
or other  document to which he is a party or (ii)  violate or conflict  with any
arbitration award,  judgment or decree or other restriction of any kind to or by
which he is subject or bound.

          1.4 EXECUTIVE'S  ABILITY TO CONTRACT.  The Executive has no ability to
independently contract unless authorized, in writing, by the Executive Committee
of the  Board  of  Directors  or the  full  Board of  Directors  for a  specific
contract.
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     2. TERM OF EMPLOYMENT.

     The term of Executive's  employment under this Agreement (the "Term") shall
commence on June 1, 2000 and shall  terminate  on May 31,  2003,  unless  sooner
terminated pursuant to Sections 9 or 5.1 of this Agreement;  provided,  however,
if the Corporation  shall fail to give Executive  notice of non-renewal not less
than 60 days prior to the  scheduled  expiration  of the term  hereof,  the Term
shall  automatically  be  extended  for  an  additional  two  (2)  year  period.
Notwithstanding  anything to the contrary  contained  herein,  the provisions of
this Agreement governing  Protection of Confidential  Information shall continue
in effect as specified in Section 10 hereof.

     3. BASE SALARY, EXPENSE REIMBURSEMENT AND STOCK OPTIONS.

          3.1  BASE  SALARY.  During  the  Term,  as full  compensation  for the
Services,  the Corporation  agrees to pay Executive a minimum base salary ("Base
Salary")  at the annual  rate of $60,000 for the period from June 1, 2000 to May
31, 2000.  Such Base Salary shall be (i)  increased  four percent (4%)  annually
effective June 1st of each year during the term of this Agreement, (ii) reviewed
periodically for possible  increases  promptly after each future  acquisition by
the Corporation of any other  corporation or business or other material increase
in the Corporation's  revenues or scope of the Corporation's  business and (iii)
renegotiated  in good faith  effective  as of  December  15,  2002 for  possible
increase based upon the Corporation's historical performance and projections for
future  performance.  Such Base Salary shall be subject to withholding and other
applicable  taxes,  payable during the term of this Agreement in accordance with
the  Corporation's  customary  payment  practices,  but not less frequently than
monthly.

          3.2 BUSINESS EXPENSE  REIMBURSEMENT.  Upon submission to, and approval
by an officer of the  Corporation  designated  by the Board of  Directors of the
Corporation,  of a statement of expenses,  reports, vouchers or other supporting
information,   which  approval  shall  be  granted  or  withheld  based  on  the
Corporation's  policies in effect at such time, the  Corporation  shall promptly
reimburse  Executive for all reasonable  business  expenses actually incurred or
paid by him  during  the Term or  renewals  thereof  in the  performance  of the
Services, including, but not limited to, expenses for entertainment,  travel and
similar items.

          3.3 STOCK  OPTION  AGREEMENT.  In addition  to the salary  hereinabove
provided,  the Executive shall be granted options to purchase  100,000 shares of
the Corporation's Common Stock as of June 1 of each year during the Term of this
Agreement at an exercise price equal to the average of the closing bid and asked
price  of the  Corporation's  Common  Stock  during  month  of  May  immediately
preceding  said June 1,  pursuant  to the terms of the  Stock  Option  Agreement
between the Corporation and the Executive executed concurrently herewith.

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     4. PROFIT SHARING.

          4.1  PROFIT  SHARING  AMOUNT.  In order to  provide  performance-based
incentive  compensation to the Executive,  the Corporation  hereby agrees to pay
the Executive,  in addition to the Base Salary set forth in Section 3 hereof,  a
minimum  cash  bonus for each  fiscal  year  during the  Executive's  employment
hereunder  (the "Bonus")  equal to Fifteen  Thousand  Dollars  ($15,000.00)  per
annum, payable in quarterly installments,  when sufficient cash is available for
the payment.  Additional  profit  sharing or Bonus  methods are available to the
Executive  in terms to be  issued  annually  at the  discretion  of the Board of
Directors.

          4.2 DETERMINATION AND PAYMENT. The final determination with respect to
any fiscal year shall be made promptly,  and in any event within 15 days,  after
the  Corporation has filed its Annual Report on Form 10-K for each year with the
Securities  and  Exchange  Commission.  Within  45  days  after  the  end of the
Corporation's  fiscal year, based on the preliminary  results of the Corporation
for such fiscal year, the Corporation shall pay the Executive an amount equal to
60% of the estimated minimum cash Bonus based on such preliminary  results.  The
balance of the definitive  Bonus so determined,  if any, shall be payable to the
Executive  in a single  lump sum no later  than  thirty  days  after  the  final
determination  has been made. In any event, all matters  pertaining to the Bonus
and  to  the  payment  of  any  Bonus  to  the  Executive  hereunder,  shall  be
administered and determined by the Board of Directors (or a subcommittee thereof
appointed for such purpose) in its  reasonable  discretion  consistent  with the
terms hereof, the determination of which shall be final,  conclusive and binding
for all purposes, absent manifest error.

          4.3 PARTIAL YEARS.  Notwithstanding  anything  contained herein to the
contrary,  no Bonus under this Section 4 shall be deemed  earned or payable with
respect to any  fiscal  year  during  which this  Agreement  or the  Executive's
employment  is  terminated  by the  Corporation  for  Cause  (as  such  term  is
hereinafter defined).

          4.4 Nothing in this Section 4 shall be construed  as  conferring  upon
the  Executive any right (i) normally  associated  with the ownership of capital
stock; (ii) to continue in the employ of the Corporation or any affiliate of the
Corporation;  or (iii) to interfere in any way with the right of the Corporation
to terminate this Agreement in accordance with the provisions hereof. Nothing in
this  Agreement  shall be  construed  to imply that any  specific  assets of the
Corporation  have been set aside to provide for payments  under this  Agreement.
Any payments  under this  Agreement  shall be made solely from general assets of
the Corporation existing at the time such payments are due.

     5. SEVERANCE UPON TERMINATION.

          5.1 TERMINATION.  In the event that Executive's  employment  hereunder
shall be terminated by the Corporation  without Cause (as defined in Section 9.3
hereof) or by the  Executive  for Good Reason (as defined in Section 9.4 hereof)
or upon a Change in Control (as defined in Section 9.5 hereof) or upon the Death
or Disability (as defined in Section 9.1 and 15.1, respectively) of Executive at
any time prior to the end of the Term,  the  Executive  or his  estate  shall be
entitled  to receive from the Corporation, in addition to any Base Salary earned

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to the date of  termination,  a  severance  payment  in an  amount  equal to the
greater of (i) the  balance of the  Executive's  Base  Salary  due  through  the
balance of the Term of this Agreement or (ii) one years salary in the event less
than one year remains in the current contract period.

     6. ADDITIONAL BENEFITS.

          6.1 IN GENERAL. In addition to the compensation, bonuses, expenses and
other  benefits to be paid under  Sections 3, 4 and 5 hereof,  Executive will be
entitled to all rights and  benefits  for which he shall be  eligible  under any
insurance,  health and medical,  incentive,  bonus,  profit-sharing,  pension or
other extra  compensation or "fringe"  benefit plan of the Corporation or any of
its  subsidiaries  now  existing  or  hereafter  adopted  for the benefit of the
executives or employees  generally of the  Corporation.  The  provisions of this
Agreement, which incorporate employee benefit packages, shall change as and when
such employee benefit  packages  change.  In the event that the Corporation does
not  provide  family  health  and  medical  insurance  for  the  benefit  of the
executives and employees  generally of the  Corporation,  the Corporation  shall
provide  Executive  and pay all the costs  associated  with  family  health  and
medical  insurance  for the benefit of Executive as selected by Executive in his
sole discretion.

          6.2  AUTOMOBILE.  The  Corporation  shall lease for the  Executive  an
automobile  of his choice to be used by the  Executive  in  connection  with the
Corporation's  business,  at a monthly rental not to exceed $750 and for a lease
term not to exceed three (3) years. The Corporation shall be responsible for all
reasonable  costs  of  operating,  repairing,   maintaining  and  insuring  such
automobile.

          6.3 LIFE AND DISABILITY  INSURANCE.  The Corporation shall provide the
Executive  with (i) a policy of term life  insurance  in an amount  equal to not
less than  three (3) times his annual  Base  Salary  hereunder,  payable to such
beneficiary or  beneficiaries as shall be designated by him in writing and (b) a
policy of disability insurance that will provide Executive with an annual amount
equal to not less  than  seventy-five  percent  (75%) of his then  current  Base
Salary,  payable  until  Executive  shall reach 70 years of age,  with a waiting
period not to exceed 120 days.

          6.4 DIRECTOR'S AND OFFICERS  INSURANCE.  The Corporation shall provide
the Executive  with a policy of director's and officers  liability  insurance in
such amounts and providing  such  coverage as the Executive and the  Corporation
shall reasonably agree, consistent with policies obtained by other publicly held
companies of similar size and engaged in similar businesses.

     7. VACATION.

     The Executive shall be entitled,  during the Term of this  Agreement,  to a
vacation period annually, as follows:

     June 1,  2000  through  May 31,  2003 -- four (4) weeks in each year of the
contract;

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during  which all salary,  compensation,  benefits and other rights to which the
Executive is entitled to hereunder  shall be provided in full. Such vacation may
be  taken  in the  Executive's  discretion,  at such  time or  times  as are not
inconsistent with the reasonable business needs of the Corporation. In addition,
Executive  shall be entitled  to up to eight (8) sick days and two (2)  personal
days for each year  commencing  June 1, during  which all salary,  compensation,
benefits and other rights to which the Executive is entitled to hereunder  shall
be provided in full.

     8.  INSURABILITY;  RIGHT TO INSURE.  Executive  agrees that the Corporation
shall have the right during the Term to insure the life of Executive by a policy
or policies of insurance  in such amount or amounts as it may deem  necessary or
desirable,  and the  Corporation  shall be the beneficiary of any such policy or
policies  and shall pay the  premiums or other costs  thereof.  The  Corporation
shall have the right,  from time to time,  to modify any such policy or policies
of insurance or to take out new  insurance on the life of  Executive.  Executive
agrees,  upon  request,  at any time or times  prior to the  commencement  of or
during the Term to sign and deliver any and all  documents  and to submit to any
physical or other  reasonable  examinations  which may be required in connection
with any such policy or policies of insurance or modifications thereof.

     9. TERMINATION.

          9.1  DEATH.  If  Executive  dies  during  the Term of this  Agreement,
Executive's  employment  hereunder  shall  terminate  upon  his  death  and  all
obligations of the Corporation  hereunder  shall terminate on such date,  except
that  Executive's  estate or his  designated  beneficiary  shall be  entitled to
payment of any unpaid  accrued  Base Salary  through  the date of his death.  In
addition,  any accrued and unpaid Bonus shall be paid in accordance with Section
4 hereof. In addition, Executive's estate or his designated beneficiary shall be
entitled to payment of the severance payments set forth in Section 5.1 hereof.

          9.2 TERMINATION FOR CAUSE.  The Corporation may at any time during the
Term, without any prior notice, terminate this Agreement and discharge Executive
for Cause,  whereupon the Corporation's  obligation to pay compensation or other
amounts payable  hereunder to or for the benefit of Executive shall terminate on
the date of such  discharge.  As used herein the term Cause  shall  mean:  (i) a
willful and material  breach by Executive of the terms of this  Agreement  which
breach  shall not have been cured within  thirty (30) days of written  notice of
such breach;  (ii) willful  violation of specific and lawful  written  direction
from the Board of Directors of the  Corporation,  which violation shall not have
been cured within thirty (30) days of written notice of such violation, provided
such   direction  is  not   inconsistent   with  the   Executive's   duties  and
responsibilities as the President of Rhode Island operations of the Corporation;
or (iii)  conviction of the Executive of a felony by a federal or state court of
competent  jurisdiction,  which felony is directly and materially  related to or
arises out of Executive's  employment with the  Corporation.  The obligations of
the Executive under Section 10 shall continue notwithstanding termination of the
Executive's employment pursuant to this Section 9.2.

          9.3 TERMINATION  WITHOUT CAUSE. The Corporation  shall have the option
to terminate this Agreement Without Cause upon sixty (60) days written notice to
the Executive.  In the event the Corporation  terminates this Agreement  without
Cause as defined above, the Corporation shall pay the Executive upon

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termination, the amount required pursuant to Section 5.1. The obligations of the
Executive under Section 10 hereof shall continue notwithstanding  termination of
the Executive's employment pursuant to this Section 9.3.

          9.4 TERMINATION BY EXECUTIVE FOR GOOD REASON. The Executive shall have
the right to terminate this Agreement for Good Reason,  as hereinafter  defined,
upon  written  notice to the  Corporation.  Good  Reason  shall  mean any of the
following:  (i) the assignment to the Executive of duties  inconsistent with the
Executive's position, duties,  responsibilities,  titles or offices as described
herein; (ii) any material reduction by the Corporation of the Executive's duties
and responsibilities;  (iii) any reduction by the Corporation of the Executive's
compensation or benefits payable hereunder (it being understood that a reduction
of benefits  applicable  to all  executives  of the  Corporation,  including the
Executive,  shall  not be deemed a  reduction  of the  Executive's  compensation
package for purposes of this  definition);  (iv)  requiring  the Executive to be
based without his consent at a location not within reasonable commuting distance
of Lakeland, Florida.

          9.5.  TERMINATION BY EXECUTIVE UPON CHANGE IN CONTROL.  Executive,  at
his option,  shall be able to terminate this Agreement upon written notice given
to the Secretary of the Corporation  within ninety (90) days of an occurrence of
a "Change in  Control".  A "Change in Control" of the  Corporation  shall mean a
change in control of the  Corporation or any entity  controlling the Corporation
(referred to  collectively  in this Section 9.5 as the  Corporation) of a nature
that would be required to be reported in response to Item 1 of a Current  Report
on Form 8-K,  pursuant to Section 13 or 15(d) of the Securities  Exchange Act of
1934 (the "Exchange Act");  provided that, without limitation,  such a Change in
Control  shall be deemed to have  occurred at such time as (a) any  "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a
person who or which was a shareholder of the  Corporation  immediately  prior to
the Corporation's  secondary  offering (the "SO"), is or becomes the "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of securities of the Corporation  representing  twenty-five percent
(25%) or more of the  combined  voting  power of the  Corporation's  outstanding
securities ordinarily having the right to vote at elections of directors; or (b)
individuals  who  constitute  the Board  concurrent  with the  execution of this
Agreement  (the  incumbent  Board) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof  whose  election or  nomination  for  election by the  Corporation's
shareholders  was approved by a vote of at least three quarters of the directors
comprising  the  Incumbent  Board,  shall be, for  purposes  of this clause (b),
considered as though he were a member of the Incumbent  Board;  or (c) a sale by
the   Corporation   of  all  or   substantially   all  of  its  assets   occurs.
Notwithstanding  anything in the foregoing to the contrary, no Change in Control
shall be deemed to have occurred for purposes of this Agreement by virtue of any
transactions which result in the acquisition by the Executive,  or by a group of
persons which includes the Executive,  directly or indirectly,  of a majority of
either the  outstanding  shares of common stock of the Corporation or the voting
securities of any  corporation  which acquires all or  substantially  all of the
assets of the Corporation, whether by way of merger, consolidation, sale of such
assets or otherwise.

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     10. PROTECTION OF CONFIDENTIAL INFORMATION.

     In view of the fact that  Executive's  work for the Corporation  will bring
him into  close  contact  with  confidential  information  and plans for  future
developments, Executive agrees to the following:

          10.1 SECRECY.  To keep secret and retain in the  strictest  confidence
all confidential  matters of the  Corporation,  including,  without  limitation,
trade "know how" and trade secrets, customer lists, pricing policies,  marketing
plans, technical processes, formulae, inventions,  research projects, patents or
copyrights and all other proprietary rights owned by or in which the corporation
or  its  subsidiaries  has  an  interest,  and  other  business  affairs  of the
Corporation, learned by him heretofore or hereafter, and not to disclose them to
anyone inside or outside of the Corporation,  except in the course of performing
the  Services  hereunder  or with  the  express  written  consent  of the  Chief
Executive  Officer or Board of  Directors of the  Corporation  and except to the
extent such information is already known to the general public

          10.2 RETURN MEMORANDA,  ETC. To deliver promptly to the Corporation on
termination  of his  employment,  or at any other  time as the  Chief  Executive
Officer  or the  Board of  Directors  of the  Corporation  may so  request,  all
memoranda, notes, records, reports, manuals, drawings, blueprints,  facsimile or
e-mail  copies and other  documents  (and all copies  thereof)  relating  to the
Corporation's business and all property associated therewith,  which he may then
possess or have under his control.

          10.3 COVENANTS.

               10.3.1 NON-COMPETITION.  Executive agrees that at all times while
he is employed by the  Corporation  and regardless of the reason for termination
of his employment or this Agreement, for a period of one (1) year thereafter, he
will not, as a principal, agent, employee,  employer,  consultant,  stockholder,
investor,  director or co-partner of any person,  firm,  corporation or business
entity  other  than the  Corporation,  or in any  individual  or  representative
capacity whatsoever,  directly or indirectly,  without the express prior written
consent of the Corporation:

     (i) engage or participate in any business with customers of the Corporation
     or its  subsidiaries  directly or  indirectly  or make use of the  customer
     lists  directly  or  indirectly  as may  from  time to time be owned by the
     Corporation.

     (ii) aid or counsel any other person, firm,  corporation or business entity
     to do any of the above;

     (iii) become employed by a firm, corporation,  partnership or joint venture
     which  competes with the business of the  Corporation  or from its customer
     lists on the date of termination or resignation within the United States or
     Puerto Rico; or

     (iv) approach, solicit business from, or otherwise do business or deal with
     any customer of the  Corporation in connection  with any product or service
     competitive to any provided by the Corporation.

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               10.3.2 ANTI-RAIDING. Executive agrees that during the term of his
employment hereunder, and, thereafter for a period of two (2) year, he will not,
as a principal, agent, employee,  employer,  consultant,  director or partner of
any person, firm, corporation or business entity other than the Corporation,  or
in any individual or representative  capacity whatsoever directly or indirectly,
without the prior express written consent of the Corporation  approach,  counsel
or attempt to induce any person who is then in the employ of the  Corporation to
leave the  employ of the  Corporation  or employ or  attempt  to employ any such
person or persons  who at any time  during the  preceding  six months was in the
employ of the Corporation.

               10.3.3 EXECUTIVE'S  ACKNOWLEDGEMENTS.  Executive acknowledges (i)
that his position  with the  Corporation  requires the  performance  of services
which are special,  unique,  and  extraordinary in character and places him in a
position  of  confidence  and trust  with the  Customers  and  employees  of the
Corporation, through which, among other things, he shall obtain knowledge of the
Corporation's  "technical information" and "know-how" and become acquainted with
its customers,  in which matters the  Corporation  has  substantial  proprietary
interests;  (ii) that the restrictive covenants set forth above are necessary in
order  to  protect  and  maintain  such  proprietary  interests  and  the  other
legitimate business interests of the Corporation; and (iii) that the Corporation
would not have entered into this  Agreement  unless such covenants were included
herein.

               Executive also  acknowledges that the business of the Corporation
     presently  will  extend  throughout  the  United  States,  and that he will
     personally  supervise and engage in such business on behalf of  Corporation
     and, accordingly, it is reasonable that the restrictive covenants set forth
     above are not more limited as to geographic area than is set forth therein.
     Executive also represents to the  Corporation  that the enforcement of such
     covenants will not prevent Executive from earning a livelihood or impose an
     undue hardship on the Executive.

          10.4 SEVERABILITY. If any of the provisions of this Section 10, or any
part thereof, is hereinafter construed to be invalid or unenforceable,  the same
shall not affect the remainder of such provision or  provisions,  which shall be
given  full  effect,  without  regard  to the  invalid  portions.  If any of the
provisions of this Section 10, or any part thereof,  is held to be unenforceable
because of the duration of such provision,  the area covered thereby or the type
of conduct  restricted  therein,  the parties  agree that the court  making such
determination  shall  have the power to modify  the  duration,  geographic  area
and/or  other terms of such  provision  and, as so modified,  said  provision(s)
shall  then be  enforceable.  In the  event  that the  courts of any one or more
jurisdictions  shall hold such provisions  wholly or partially  unenforceable by
reason of the scope  thereof or  otherwise,  it is the  intention of the parties
hereto that such  determination  not bar or in any way affect the  Corporation's
right to the relief provided for herein in the courts of any other jurisdictions
as to  breaches  or  threatened  breaches  of  such  provisions  in  such  other
jurisdictions,  the above provisions as they relate to each jurisdiction  being,
for this purpose, sever able into diverse and independent covenants.

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          10.5  INJUNCTIVE  RELIEF.  Executive  acknowledges  and  agrees  that,
because of the unique and  extraordinary  nature of his services,  any breach or
threatened  breach of the provisions of Sections 10.1, 10.2, or 10.3 hereof will
cause  irreparable  injury and  incalculable  harm to the  Corporation,  and the
Corporation  shall,  accordingly,  be entitled to injunctive and other equitable
relief for such breach or threatened  breach and that resort by the  Corporation
to such injunctive or other equitable  relief shall not be deemed to waive or to
limit in any respect  any right or remedy  which the  Corporation  may have with
respect to such breach or threatened breach. The Corporation and Executive agree
that any such action for  injunctive  or  equitable  relief  shall be heard in a
state or federal  court  situated  in Florida  and each of the  parties  hereto,
hereby agrees to accept  service of process by registered  mail and to otherwise
consent to the jurisdiction of such courts.

          10.6  EXPENSES  OF  ENFORCEMENT  OF  COVENANTS.  In the event that any
action,  suit or  proceeding  at law or in  equity is  brought  to  enforce  the
covenants  contained in Sections  10.1,  10.2, or 10.3 hereof or to obtain money
damages for the breach thereof, the party prevailing in any such action, suit or
other proceeding shall be entitled upon demand, to reimbursement  from the other
party for all expenses  (including,  without limitation,  reasonable  attorneys'
fees and disbursements) incurred in connection therewith.

          10.7 SEPARATE  AGREEMENT.  The  provisions of this Section 10 shall be
construed as an agreement on the part of the Executive  independent of any other
part of this Agreement or any other agreement, and the existence of any claim or
cause of action of the Executive against the Corporation,  whether predicated on
this Agreement or otherwise,  shall not constitute a defense to the  enforcement
by the Corporation of the provisions of this Section 10.

     11. INDEMNIFICATION.

     The Corporation shall provide the Executive (including his heirs, executors
and  administrators)  with  coverage  under a standard  directors  and  officers
liability  insurance policy at the  Corporation's  expense to the same extent as
provided  for any other  director,  officer or trustee  of the  Corporation.  In
addition,  the  Corporation  shall  indemnify  the  Executive  (and  his  heirs,
executors and  administrators)  to the fullest extent permitted under the law of
its state of  incorporation  against all  expenses  and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding in which the Executive may be involved by reason of his having been a
director or officer of the Corporation or any subsidiary thereof.  Such expenses
and liabilities shall include, but not be limited to, judgments, court costs and
attorneys' fees and the cost of reasonable  settlements,  such settlements to be
approved by the Board if such action is brought  against  the  Executive  in his
capacity as a director or officer of the Corporation or any subsidiary  thereof.
The  Corporation  shall,  upon the  request  of the  Executive,  advance  to the
Executive  such  amounts  as  necessary  to cover  expenses,  including  without
limitation legal fees and expenses, incurred by the Executive in connection with
any suit or  proceeding  in which the Executive may be involved by reason of his
being  or  having  been a  director  or  officer  of the  Corporation  or of any
subsidiary thereof. Such indemnity and advance of expenses,  however,  shall not
extend to matters as to which the Executive is finally adjudged to be liable for
willful misconduct in the performance of his duties.

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     12. ARBITRATION.

     Except with respect to any proceeding  brought under Section 10 hereof, any
controversy,  claim,  or dispute  between the parties,  directly or  indirectly,
concerning this Employment Agreement or the breach hereof, or the subject matter
hereof,  including  questions  concerning  the scope and  applicability  of this
arbitration  clause,  shall be finally  settled by  arbitration  in Polk County,
Florida  pursuant  to  the  rules  then  applying  of the  American  Arbitration
Association. The arbitrators shall consist of one representative selected by the
Corporation, one representative selected by the Executive and one representative
selected  by the  first two  arbitrators.  The  parties  agree to  expedite  the
arbitration proceeding in every way, so that the arbitration proceeding shall be
commenced  within  thirty (30) days after request  therefore is made,  and shall
continue  thereafter,  without  interruption,  and  that  the  decision  of  the
arbitrators  shall be handed down within  thirty (30) days after the hearings in
the arbitration proceedings are closed. The arbitrators shall have the right and
authority to assess the cost of the arbitration proceedings and to determine how
their  decision  or  determination  as to each issue or matter in dispute may be
implemented or enforced.  The decision in writing of any two of the  arbitrators
shall be binding and conclusive on all of the parties to this Agreement.  Should
either  the  Corporation  or the  Executive  fail to appoint  an  arbitrator  as
required  by this  Section 12 within  thirty (30) days after  receiving  written
notice  from the other  party to do so, the  arbitrator  appointed  by the other
party  shall act for all of the parties  and his  decision  in writing  shall be
binding and conclusive on all of the parties to this Employment  Agreement.  Any
decision  or award of the  arbitrators  shall be  final  and  conclusive  on the
parties to this  Agreement;  judgment upon such decision or award may be entered
in any competent Federal or state court located in the United States of America;
and application  may be made to such court for  confirmation of such decision or
award or for  enforcement and for any other legal remedies that may be necessary
to effectuate such decision or award.

     13. NOTICES.

     All  notices,  requests,  consents  and other  communications  required  or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid telegram, telecopy or
mailed  first-class,  postage prepaid,  by registered or certified mail (notices
sent by telegram or mailed shall be deemed to have been given on the date sent),
to the parties at their  respective  addresses  hereinabove set forth or to such
other address as either party shall  designate by notice in writing to the other
in  accordance  herewith.  Copies of all notices  shall be sent to the  attorney
selected by the Executive and noticed in writing to the Corporation from time to
time.

     14. GENERAL.

          14.1 GOVERNING LAW. This Agreement  shall be governed by and construed
and enforced in accordance with the local laws of the State in which the primary
corporate offices of the parent corporation are located at the time either party
seeks remedies or to enforce this contract.  The venue shall be in the county in
which the primary corporate  offices of the parent  corporation are then located
at the time either party seeks remedies or to enforce this contract.

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          14.2 CAPTIONS. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

          14.3 ENTIRE AGREEMENT.  This Agreement sets forth the entire agreement
and  understanding  of the parties  relating to the subject matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating to the subject  matter  hereof.  No  representation,  promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither  party  shall be bound by or liable for any alleged  representation,
promise or inducement not so set forth.

          14.4 SEVERABILITY. If any of the provisions of this Agreement shall be
unlawful, void, or for any reason, unenforceable, such provision shall be deemed
sever able from, and shall in no way affect the validity or  enforceability  of,
the remaining portions of this Agreement.

          14.5  WAIVER.  The  waiver  by any  party  hereto  of a breach  of any
provision of this Agreement by any other party shall not operate or be construed
as a  waiver  of any  subsequent  breach  of the  same  provision  or any  other
provision hereof.

          14.6  COUNTERPARTS.  This  Agreement  may be  executed  in one or more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.

          14.7  ASSIGNABILITY.   This  Agreement,  and  Executive's  rights  and
obligations  hereunder,  may not be assigned by Executive.  The  Corporation may
assign its rights,  together with its obligations,  hereunder in connection with
any sale,  transfer  or other  disposition  of all or  substantially  all of its
business or assets;  in any event the rights and  obligations of the Corporation
hereunder  shall be binding on its  successors  or  assigns,  whether by merger,
consolidation  or  acquisition  of all or  substantially  all of its business or
assets;  provided,  however,  that any such  assignment  shall not  release  the
Corporation  from its obligations  hereunder.  This Agreement shall inure to the
benefit  of,  and  be  binding   upon,   the   Executive   and  his   executors,
administrators, heirs and legal representatives.

          14.8 AMENDMENT. This Agreement may be amended,  modified,  superseded,
cancelled,  renewed or extended and the terms or covenants hereof may be waived,
only by a written  instrument  executed by both of the parties hereto, or in the
case of a waiver, by the party waiving  compliance.  No superseding  instrument,
amendment, modification, cancellation, renewal or extension hereof shall require
the consent or approval of any person other than the parties hereto. The failure
of either  party at any time or times to require  performance  of any  provision
hereof shall in no matter  affect the right at a later time to enforce the same.
No waiver by either  party of the breach of any term or  covenant  contained  in
this Agreement,  whether by conduct or otherwise,  in any one or more instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
such breach,  or a waiver of the breach of any other term or covenant  contained
in this Agreement.

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     15. ADDITIONAL PROVISIONS

          15.1 DISABILITY. If Executive shall be unable to perform a significant
part of his duties and  responsibilities  in connection  with the conduct of the
business  and  affairs of the  Corporation  and such  inability  lasts for (i) a
period of at least one hundred  twenty (120)  consecutive  days, or (ii) periods
aggregating  at least one hundred  eighty  (180) days  during any three  hundred
sixty-five (365) consecutive  days, by reason of Executive's  physical or mental
disability,  whether by reason of injury,  illness or similar  cause,  Executive
shall be  deemed  disabled,  and the  Corporation  may,  at any time  thereafter
terminate  Executive's  employment  hereunder by reason of the Corporation being
required to replace the position. Upon delivery to Executive of such notice, all
obligations of the Corporation hereunder shall terminate,  except that Executive
shall be entitled to payment of any unpaid  accrued Base Salary through the date
of  termination.  In  addition,  any accrued  and unpaid  Bonus shall be paid in
accordance with Section 4 hereof.  In addition,  the Executive shall be entitled
to those severance  payments set forth in Section 5.1 hereof. The obligations of
Executive under Section 10 hereof shall continue notwithstanding  termination of
Executive's employment pursuant to this Section 15.1.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

ATTEST: AMERICAN COMMERCE SOLUTIONS, INC.


By: /s/ Norman J. Birmingham            By: /s/ David N. DeBaene
    -------------------------------         ------------------------------------
    Name: Norman J. Birmingham              Name: David N. DeBaene
    Title: Chief Financial Officer          Title: President

WITNESS:

/s/ Robert Maxwell Jr.                  /s/ Daniel L. Hefner
-----------------------------------     ----------------------------------------
                                        DANIEL L. HEFNER, individually

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